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Table of Contents designed to foster compliance with insider trading laws, rules, and regulations, and the listing standards of the Nasdaq Global Select Market that will be applicable to us. Our Insider Trading Policy applies to all of our officers, directors, and employees, as well as designated consultants, and specifically prohibits ownership of financial instruments or participation in investment strategies that hedge the economic risk of owning our equity securities, such as prepaid variable forwards, equity swaps, and collars. Directors, officers, and other employees are prohibited from maintaining company securities in a margin account or otherwise pledging company securities as collateral for a loan, provided that certain limited exceptions may be permitted. In addition, we prohibit our executive officers, directors, and employees from purchasing or selling our securities while in possession of material, non-public information or otherwise utilizing such information for their personal benefit. We maintain a quarterly blackout window where applicable individuals may not trade. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We periodically grant stock options to our NEOs, employees, and other service providers. We have historically granted options on or shortly after a newly hired employee’s start date. We have historically granted refresh, promotion, or market adjustment options when and as determined by our board of directors. We have no specific policy or practice regarding the timing of options or other equity grants in relation to the public disclosure of material nonpublic information by the company. Tax and Accounting Considerations Tax Considerations Section 162(m) of the Code imposes a $1 million limit on the amount of compensation that we may deduct as a business expense in any year with regard to certain of our most highly paid executive officers. While our board of directors considers the deductibility of compensation as one factor in determining executive compensation, our board of directors retains the discretion to award compensation that is not deductible as it believes that it is in our best interests to maintain flexibility in our approach to executive compensation in order to design a program that we deem to be the most effective in attracting, motivating, and retaining key executives and aligning pay with performance. Accounting Considerations Our board of directors takes accounting considerations into account in designing compensation plans and arrangements for our NEOs and other employees. We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards based on the grant date “fair value” of these awards. Summary Compensation Table The following table shows the compensation awarded, paid to, or earned by each of our NEOs for the year ended December 31, 2025: Name and Principal Position Dario Amodei Chief Executive Officer, Co- Founder, and Director Daniela Amodei President, Co-Founder, and Director Krishna Rao Chief Financial Officer Year Salary ($) Stock Awards ($)(1)(2) Option Awards ($)(1) All Other Compensation ($) Total ($) 2025 654,167 9,264,932 4,028,558 4,010,641 (3) 17,958,298 2025 654,167 9,264,932 4,028,558 2,461,341 (4) 16,408,998 2025 706,250 — — 14,000 (5) 720,250 ______________ (1) The amounts reported represent the aggregate grant date fair value of the RSUs or options awarded to the NEOs calculated in accordance with FASB ASC Topic 718. These amounts do not reflect the actual economic value that may be realized by each 270
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